UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended December 31, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 333 147634
Pioneer Consulting Group, Inc.
(Name of Small Business Issuer in its charter)
NEVADA 20-5912837
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2840 Hwy 95 Alt S #7
Silver Springs, NV 89429
(Address of principal executive offices) (Zip code)
(775) 577-5386
Issuer's Telephone Number
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to filed such report(s), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" ion Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of May 29, 2012, the Company had 4,750,000 shares of common stock issued and
outstanding.
FORM 10-Q
PIONEER CONSULTING GROUP, INC.
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS............................................. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........ 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....... 10
ITEM 4T. CONTROLS AND PROCEDURES......................................... 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS................................................ 11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS...... 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................. 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............. 11
ITEM 5. OTHER INFORMATION................................................ 11
ITEM 6. EXHIBITS......................................................... 11
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIALS DISCLOSURE MATTERS.... 11
SIGNATURES............................................................... 11
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Balance Sheets
(unaudited and prepared by management)
December-31-08 September-30-08
-------------- ---------------
ASSETS
CURRENT ASSETS
Cash $ 959 $ 2,017
Marketable Securities 33,071 33,071
--------- ---------
TOTAL CURRENT ASSETS 34,031 35,089
Property Plant and Equipment, Net 3,448 3,658
OTHER ASSETS
Security Deposit 535 535
--------- ---------
TOTAL ASSETS $ 38,014 $ 39,281
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accrued Expenses - Related Party $ 24,117 $ 24,738
LONG-TERM LIABILITIES
Note Payable - Related Party 50,000 50,000
--------- ---------
TOTAL LIABILITIES 74,117 74,738
--------- ---------
STOCKHOLDERS' DEFICIT
Preferred Stock: $0.001 par value,
20,000,000 authorized, issued: none -- --
Common Stock: $0.001 par value
100,000,000 authorized, issued: 4,750,000 4,750 4,750
Additional paid-in capital 232,750 232,750
Accumulated Other Comprehensive Loss (18,997) (18,997)
Deficit Accumulated During Development Stage (254,606) (253,960)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (36,103) (35,457)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 38,014 $ 39,282
========= =========
See Notes to Unaudited Financial Statements
3
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Statement of Operations
(unaudited and prepared by management)
Date of formation
3 months 3 months June-26-06
ended ended to
December-31-08 December-31-07 December-31-08
-------------- -------------- --------------
REVENUE $ 11,640 $ -- $ 23,434
OPERATING EXPENSES
General and Administrative Expenses 16,312 60,632 292,216
----------- ----------- -----------
NET OPERATING INCOME (LOSS) (4,672) (60,632) (268,782)
OTHER INCOME AND (EXPENSE)
Depreciation (210) -- (746)
Interest and Dividend Income 4,138 2,054 13,410
Gains on Sales of Investments 98 -- 1,512
----------- ----------- -----------
TOTAL OTHER INCOME 4,025 2,054 14,176
----------- ----------- -----------
NET INCOME (LOSS) $ (646) $ (58,578) $ (254,606)
=========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 4,750,000 4,750,000
=========== ===========
INCOME (LOSS) PER COMMON SHARE $ (0.00) $ (0.01)
=========== ===========
See Notes to Unaudited Financial Statements
4
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Statement of Cash Flows
(unaudited and prepared by management)
Date of formation
3 months 3 months June-26-06
ended ended to
December-31-08 December-31-07 December-31-08
-------------- -------------- --------------
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ (646) $ (58,578) $(254,606)
Add non-cash expenses
Depreciation 210 -- 746
Adjust for non-operating activity expenses
Stock Issue expenditures -- 59,250 237,500
Increase in Accrued Expenses (621) 6,920 24,117
--------- --------- ---------
NET CASH FLOW FROM (USED IN) OPERATING ACTIVITIES (1,058) 7,592 7,757
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Investments -- -- (52,068)
Purchase of fixed assets -- (3,267) (4,194)
Security Deposit -- (535) (535)
--------- --------- ---------
NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES -- (3,802) (56,797)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan received from related party -- -- 50,000
--------- --------- ---------
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES -- -- 50,000
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH (1,058) 3,790 960
OPENING CASH 2,018 99
--------- ---------
CLOSING CASH $ 960 $ 3,889
========= =========
see Notes to Unaudited Financial Statements
5
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2008
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Pioneer Consulting Group, Inc. (the "Company") was incorporated in Nevada on
June 28, 2006, and was inactive until December 28, 2006. The Company was
organized to engage in any lawful act or activity for which a corporation may be
organized and is in the business of document formatting and electronic filing
services for public corporations and individuals.
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto contained in the Company's filing with the SEC on Form 10-KSB.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2008 as reported in Form 10-KSB, have been omitted.
Development Stage Company
The accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 "Accounting and Reporting by
Development-Stage Enterprises". A development-stage enterprise is one in which
planned principal operations have not commenced or if its operations have
commenced, there has been no significant revenues there from.
Cash and Cash Equivalents
Pioneer Consulting Group, Inc. considers all highly liquid investments with
maturities of three months or less to be cash equivalents. At December 31, 2008,
the Company had $4,409 of unrestricted cash that was being held in a money
market account, to be used for future business operations.
Marketable Securities
The Company has investments in marketable securities that are considered to be
available-for-sale. In accordance with FAS 115, the Company accounts for these
at fair market value and records unrecognized gains or losses on the change in
market value. Gains and losses are recognized at the time a marketable security
is sold.
Fixed Assets
The Company investment in fixed assets is depreciated over its expected useful
life.
6
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
marketable securities. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Revenue Recognition
Revenues from document formatting and electronic filing services are recognized
at the time the services are provided to the customer.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Common Shares Issued for Services
The company issued 4,750,000 common shares to its CEO under an employment
agreement for calendar year 2007. The associated expenses were amortized over
the term of the contract, with the unamortized portion reflected as a reduction
to stockholder's equity.
Basic loss per share
Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent Accounting Pronouncements
Pioneer Consulting Group, Inc. does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Company's results
of operations, financial position or cash flow.
NOTE 2 - MARKETABLE SECURITIES
The marketable securities at December 31, 2008 and September 30, 2008 are
available-for-sale and have been valued at their fair market value of $33,071
and $43,834, respectively which is less than the original cost of the
investments. The decline in value of $18,997 and $8,234, respectively, has been
accounted for as an unrecognized loss and is reflected in "other comprehensive
loss" in stockholder's equity.
7
NOTE 3 - PROPERTY AND EQUIPMENT
The Company's property, equipment, and software have been capitalized and are
being depreciated and amortized over their estimated useful lives using straight
line methods for book purposes and accelerated methods for income tax purposes.
NOTE 4 - ACCRUED EXPENSES - RELATED PARTIES
The Company has a payable due to related party, the Company's CEO, totaling
$23,052 at December 31, 2008, related to operating expenses of the Company that
were paid for by the related party.
NOTE 5 - NOTE PAYABLE - RELATED PARTY
The Company received a loan of $50,000 from a related party, the Company's CEO,
in December 2006, to be used for working capital. The loan is non-interest
bearing and unsecured. The loan principal is due in full on December 27, 2011.
NOTE 6 - INCOME TAXES
For the period from inception through the period ended December 31, 2008, the
Company has incurred net losses and, therefore, has no tax liability. The net
deferred tax asset generated by the loss carry-forward has been fully reserved.
The cumulative net operating loss carry-forward is approximately $255,000 at
December 31, 2008, and will expire beginning in the year 2027.
NOTE 7 - LEASE
The Company is operating out of a leased facility on a month to month lease that
requires monthly payments of $535. A refundable security deposit of $535 was
paid at the inception of the lease.
NOTE 8 - LIQUIDITY AND GOING CONCERN
Pioneer Consulting Group, Inc. has limited working capital and has received
minor revenues so far from sales services. These factors create substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustment that might be necessary if the Company
is unable to continue as a going concern.
The ability of the Pioneer Consulting Group, Inc. to continue as a going concern
is dependent on the Company generating cash from the sale of its common stock
and/or obtaining debt financing and attaining future profitable operations.
Management's plans include selling its equity securities and obtaining debt
financing to fund its future capital requirements and ongoing operations;
however, there can be no assurance the Company will be successful in these
efforts.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
Pioneer Consulting Group, Inc. was incorporated under the laws of the State of
Nevada on June 28, 2006 to focus on providing services for SEC EDGAR filings.
Pioneer Consulting Group has just recently commenced operations. Our plan of
operations is to provide document formatting and electronic filing services for
companies and individuals that desire to submit filings, such as reports,
prospectuses, registration statements, and other documents pursuant to the
federal securities laws, to the SEC, via the SEC's electronic data gathering
analysis and retrieval system, called EDGAR.
During the quarter ended December 31, 2008 we generated $11,640 in revenues from
operations from sales of our EDGAR services. After factoring in our operating
and administrative expenses in the amount of $ 16,312 and other income of $4,025
the Company had a net loss for quarter end December 31, 2008 of $646.
Our management expects that we will experience net cash out-flows for the fiscal
year 2009, given developmental nature of our business. We believe that our cash
on hand as of December 31, 2008, in the amount of $959, is not sufficient to
maintain our current level of operations for the next approximately 12 months.
We hope to obtain a portion of the electronic filings made by companies and
certain individuals in this market by providing exceptional service at
competitive prices compared to our competitors. We provide EDGAR filing services
primarily to small public corporations traded on the over-the-counter market and
certain individuals by marketing our services to these groups directly or
through legal and accounting firms specializing in securities practices.
The current marketplace of established EDGAR filing service providers is highly
fragmented, with literally dozens of EDGAR filing service providers located
throughout the country. We believe that, if properly capitalized, we can develop
our existing contacts and resources to compete in this field and within our
market.
PLAN OF OPERATIONS
We offer EDGAR filing services utilizing the HTML and traditional text filing
format. Our turnaround time for text based files is expected to be approximately
24 hours for documents submitted to us by e-mail, diskette or any other digital
format, and 48 hours for hard copy or hand-keyed documents. We also offer PDF
filing formats.
Our services include, making a client's SEC required filings "EDGAR-ready".
We currently deliver our EDGAR filing services primarily through our web site.
Our fully functional web site can be found at http://www.mylegalfilings.com.
Initially, we are focusing our marketing efforts on targeting smaller public
companies. As we grow, hire and train additional personnel and can benefit from
certain economies of scale, we will seek to target larger companies. We intend
to compete on the basis of exemplary customer service and competitive rates.
LIQUIDITY AND CAPITAL RESOURCES
Pioneer Consulting Group, Inc. has limited working capital and has received
minor revenues so far from sales of products or services. These factors create
substantial doubt about the Company's ability to continue as a going concern.
9
The financial statements do not include any adjustment that might be necessary
if the Company is unable to continue as a going concern.
As of December 31, 2008, the Company had a cash balance of $949. We have minimal
capital expenditure commitments. The Company's cash used in operations for the
three months ended December 31, 2008 was $16,312 and the Company currently is
using approximately $1,629 cash per month in operations.
The ability of the Pioneer Consulting Group, Inc. to continue as a going concern
is dependent on the Company generating cash from the sale of its common stock
and/or obtaining debt financing and attaining future profitable operations.
Management's plans include selling its equity securities and obtaining debt
financing to fund capital requirements and ongoing operations; however, there
can be no assurance the Company will be successful in these efforts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not hold any assets or liabilities requiring disclosure under
this item.
ITEM 4T. CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report on Form 10-Q, our
principal executive officer and principal financial officer has evaluated the
effectiveness of our "disclosure controls and procedures" ("Disclosure
Controls"). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are procedures that are
designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Exchange Act, such as this Annual
Report, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure. Our management, including the
Chief Executive Officer and Chief Financial Officer, does not expect that our
Disclosure Controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake. The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions.
Based upon their controls evaluation, our Chief Executive Officer and Chief
Financial Officer has concluded that our Disclosure Controls are effective at a
reasonable assurance level.
MANAGEMENT'S REPORT OF INTERNAL CONTROL OVER FINANCIAL REPORTING
There was no change in our internal control over financial reporting, as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in
connection with the evaluation of our internal control that occurred during the
quarter ended December 31, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There is no material legal proceeding pending against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
Exhibit No. Title of Document
----------- -----------------
31.1 Certification of the Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Principal Executive Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
32.2 Certification of the Principal Financial Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
----------
* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to liability under that section, nor
shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIALS DISCLOSURE MATTERS
The company had no independent accountant review the financials for this period,
in accordance with Rule 3-11 of Regulation S-X.
11
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
PIONEER CONSULTING GROUP, INC.
Date: May 29, 2012
/s/ Matthew J. Marcus
-------------------------------------
Matthew J. Marcus
Chief Executive Officer and
Chief Financial Officer
1

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